AGM Information • Mar 27, 2025
AGM Information
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Société Anonyme
Registered office: 25 C, boulevard Royal, L-2449 Luxembourg, R.C.S. Luxembourg: B 124.790
(hereina)er, the "Company")
to the holders of shares with Common Code 259231566 and ISIN Code LU2592315662 (the "Shareholders" and singularly the "Shareholder")
The annual general mee5ng of the Shareholders of the Company (hereina)er, the "Meeng") will be held at the registered address of the Company, 25C boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, on 29 April 2025 at 11 a.m. (CEST) Luxembourg 5me, to discuss and resolve on the following
The Mee5ng shall validly deliberate regardless of the percentage of the Company's corporate capital being represented. Resolu5ons shall be adopted by a simple majority of the votes cast by the Shareholders present or represented at the Mee5ng.
The rights of a Shareholder to par5cipate at the Mee5ng and to exercise the vo5ng rights a=ached to the shares held by a Shareholder is determined with respect to the shares held by that Shareholder on the fourteenth (14th) day prior to the Meeng (i.e. 15 April 2025) at 11:59 p.m. (CEST) Luxembourg me (the "Record Date") and is subject to such Shareholders having no5fied the Company of their inten5on to par5cipate in the Mee5ng at the latest on the Record Date ("Declaraon of Intenon to Parcipate").
Such Declara5on of Inten5on to Par5cipate may be either done:
In all circumstances, no later than 24 April 2025 at 5 p.m. (CEST) Luxembourg me, the Financial Intermediary must provide an electronic statement to ABN AMRO via www.abnamro.com/intermediary indica5ng (i) the iden5ty and address of the Shareholder; (ii) and confirming the number of shares registered as men5oned in the Declara5on of Inten5on to Par5cipate; and (iii) sta5ng that the relevant shares were registered in the name of the Shareholder on the Record Date with the Financial Intermediary (the "Cerficate of Holding").
Shareholders who are shareholders at the Record Date - upon provision of the Cer5ficate of Holding, and subject to the no5fica5on at the latest on the Record Date of the Declara5on of Inten5on to Par5cipate - must register via www.abnamro.com/evo5ng either directly or via the Financial Intermediary no later than 24 April 2025 at 5 p.m. (CEST) Luxembourg me and will further receive a proof of registra5on (the "Registraon Cerficate") which will serve as an admission 5cket for the Mee5ng.
Shareholders wishing to a=end the Mee5ng in person must bring the Registra5on Cer5ficate and a proof of their iden5ty (in the form of a non-expired iden5ty card or passport) to the Mee5ng. For the Mee5ng to proceed in a 5mely and orderly manner, shareholders are requested to arrive in 5me.
In accordance with the Ar5cles of Associa5on, a Shareholder at the Record Date may also act at the Mee5ng by appoin5ng another person who need not be a Shareholder himself (the "Proxy Holder").
Each Shareholder shall only be represented by one Proxy Holder at the Mee5ng except that if a Shareholder has shares of the Company held in more than one securi5es account, he may appoint one Proxy Holder per securi5es account at the Mee5ng or a Shareholder ac5ng professionally for the account of other natural or legal persons may appoint each of these natural or legal persons or third par5es appointed by them.
A person ac5ng as a Proxy Holder may hold a proxy for more than one Shareholder without limita5on as to the number of Shareholders so represented. Where a Proxy Holder holds proxies for several Shareholders, it may cast votes for a certain Shareholder differently from votes cast for another Shareholder.
The Proxy Holder shall be cons5tuted and appointed either
In the absence of indica5on of a specific Proxy Holder, alterna5vely the chairman of the Mee5ng or any other iden5fied delegated representa5ves of the Company shall be automa5cally cons5tuted and appointed for the purpose of represen5ng the Shareholder and will vote in accordance with the vo5ng instruc5ons given by the Shareholder in the Proxy Form or Electronic Proxy Form.
If no vo5ng or par5al instruc5ons are given in the Proxy Form or Electronic Proxy Form, the Proxy Holder or the chairman of the Mee5ng or any other iden5fied delegated representa5ves of the Company will vote in favour of the resolu5ons proposed and supported by the board of directors of the Company.
The Proxy Form or the Electronic Proxy Form duly completed and executed by the Shareholder shall be filed, no later than the 3rd business day prior to the date of the Mee ng (i.e. 24 April 2025) at 5 p.m. (CEST) Luxembourg me to ABN AMRO via e-mail to [email protected] or via www.abnamro.com/evo ng.
Shareholders can revoke their submi=ed Proxy Form/ Electronic Proxy Form no later than 24 April 2025 at 5 p.m. (CEST) Luxembourg 5me.
Shareholders who are shareholders at the Record Date - upon provision of the Cer5ficate of Holding, of the Proxy Form/ Electronic Proxy Form and subject to the no5fica5on at the latest on the Record Date of the Declara5on of Inten5on to Par5cipate - must register via www.abnamro.com/evo5ng either directly or via the Financial Intermediary no later than 24 April 2025 at 5 p.m. (CEST) Luxembourg me, and will further receive the Registraon Cerficate.
The Proxy Holder shall bring the Registra5on Cer5ficate which serves as admission 5cket to the Mee5ng. In case of appointment via the Proxy Form, in addi5on, the Proxy Holder shall bring the original of the completed and executed Proxy Form to the Mee5ng.
In case the vote by the Proxy Holder differs from the Proxy Form, the vote of the Proxy Holder shall prevail.
In all cases, the Proxy Holder will also be asked for his/her iden5ty document.
In accordance with the Ar5cles of Associa5on, a Shareholder may cast his vote by a ballot paper.
The ballot paper shall be completed in wri5ng using the ballot paper form expressed in the English language as available on the Company's Website (the "Ballot Paper Form"). The Ballot Paper Form, duly completed and executed, together with the Cer5ficate of Holding, shall be sent no later than the 3rd business day prior to the date of the Mee ng (i.e. 24 April 2025) at 5 p.m. (CEST) Luxembourg me to ABN AMRO via e-mail to [email protected].
Any ballot paper ("Formulaire") either received by the Company a)er such deadline or which does not bear the men5ons or indica5ons of the Ballot Paper Form is to be considered void and shall be disregarded for quorum purposes.
In case a proposed resolu5on is amended by the Mee5ng, the votes expressed on such proposed resolu5on pursuant to the ballot papers received shall be void.
Shareholders acknowledge that by sending their (Electronic) Proxy Forms with their vo5ng instruc5ons or their Ballot Paper Form duly completed and executed the relevant Intermediary must provide all details concerning their iden5ty to the Company and any person designated by the Company for the purpose of the annual general mee5ng of shareholders. Shareholders understand that if they oppose this communica5on and the processing of their personal data, they cannot par5cipate to the Mee5ng and thus cannot exercise their vo5ng rights.
The Company processes the Shareholders' personal data who par5cipate in the Mee5ng (including in person, by proxy or by ballot paper) based on legi5mate consent pursuant to Ar5cle 6(1)(f) GDPR.
In full compliance with the laws and regula5ons in force and applicable to the Company, the required suppor5ng documenta5on, the convening no5ce, the total number of shares and vo5ng rights, the dra) resolu5ons and the proxy and Ballot Paper Forms are deposited and available to the public on the Company's Website. The above-men5oned set of documents is also disclosed through the e-Market SDIR and stored through the e-market STORAGE mechanism and the Luxembourg OAM.
In accordance with the Ar5cles of Associa5on, Shareholders holding individually or collec5vely at least five per cent (5%) of the share capital of the Company: (a) have the right to put items on the agenda of the Mee5ng; and (b) have the right to table dra) resolu5ons for items included or to be included on the agenda of the Mee5ng.
Those rights shall be exercised upon requests of the Shareholders to be submi=ed in wri5ng at the latest on the 22nd day before the date of the Mee ng (i.e. 7 April 2025) at 5 p.m. (CEST) Luxembourg me to the Company via e-mail to [email protected].
The requests must include: the name of a contact person and a contact electronic address to enable the Company to confirm receipt within 48 hours, and proof must be provided that the requestor(s) was/were a Shareholder(s) of the Company on the Record Date and either (i) the text of the new agenda item and a dra) resolu5on or a background explana5on or (ii) an alterna5ve resolu5on or a new resolu5on for an exis5ng agenda item, with a clear iden5fica5on of the agenda item concerned and the text of the proposed resolu5on or a background explana5on.
In accordance with the Ar5cles of Associa5on, Shareholders and their Proxy Holders shall have the right to ask ques5ons at the Mee5ng related to items on the agenda of the Mee5ng and the Company shall answer the ques5ons raised by the Shareholders. The right to ask ques5ons and the obliga5on of the Company to answer are subject to the Shareholders' mee5ngs regula5on as dra)ed in compliance with the provisions of the Ar5cles of Associa5on and according to the applicable Luxembourg laws and available on the Company's Website.
COMPANY
Fax: + 352 26 26 24 54, Email: [email protected]
Attention: Mr. Antonio Carlos BALESTRA DI MOTTOLA, Director and CEO / Mrs. Anna FRANCHIN, Investor Relations Manager
ABN AMRO Bank N.V. ("ABN AMRO")
Equity Capital Markets / Corporate Broking & Issuer Services HQ 7212
Gustav Mahlerlaan 10
NL-1082 PP Amsterdam, The Netherlands
E-mail: [email protected]
Phone: +31 20 628 6070
COMMON DEPOSITARY:
Corporate Trust Services
60, avenue J.F. Kennedy
Postal address: L-2085 Luxembourg, Grand Duchy of Luxembourg
Luxembourg, 27 March 2025
For the Board of Directors
_____________________________
Paolo d'Amico
Chairman of the Board of Directors
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